Key Government Finance 2009
OMR.
Key Government Finance, Inc.
1000 South McCaslin Boulevard
Wednesday, January 28, 2009 Superior, CO 80027-9456
City of Okeechobee
Robin Brock
55 SE Third Avenue
Okeechobee, FL 34974-2932
Re: Key Government Finance, Inc.
Property Schedule No. 1
Dear Ms. Brock:
Enclosed, please find two (2) sets of financing documents for your review and execution. (if these documents were
emailed to you, please print out two (2) sets.) Execute both sets and return all of the originals to my attention. The
original sets of the executed documents are required prior to funding your transaction. To expedite the return of
these documents, please overnight them to me using Key Government Finance's Fed Ex account #308222926,
and send to:
KEY GOVERNMENT FINANCE INC. ATTN: SUZANNE WAGNER
1000 S. MCCASLIN BLVD, SUPERIOR CO 80027.
All fully executed documents must be returned no later than Tuesday, February 10th, 2009; otherwise,
the transaction is subject to re-pricing.
Only the person with Signing Authority should execute the documents. For verification of original
documents, please execute in blue ink. Upon closing, Key Government Finance will return a fully executed original set
for your files.
Please refer to the enclosed Document Checklist when preparing the documents.
Executed documents required for funding are:
1. Master Tax-Exempt Lease/Purchase Agreement
2. Addendum to Master Purchase Agreement
3. Property Schedule No. 1
4. Property Description and Payment Schedule (Exhibit 1)
5. Lessee's Counsel's Opinion (Exhibit 2)
6. Lessee's Certificate (Exhibit 3) - A Copy of Board Minutes is required prior to funding
7. Payment of Proceeds Instructions (Exhibit 4)
8. Acceptance Certificate (Exhibit 5)
9. Bank Qualification and Arbitrage Rebate (Exhibit 6)
10. Certificate of Insurance - Required prior to funding.
11. Notification of Tax Treatment with Tax Exemption Certificate or Letter - Required for annual state tax
audits.
12. 8038-G IRS form with Report Number filled in - Original required to be submitted to the IRS at
funding, which we will submit on your behalf.
13. Invoicing Instructions - Required in order to ensure that invoices are directed to the proper area in
your organization.
14. MSO or Title Application information is required prior to funding.
Please contact me at 720-304-1419 with any questions or concerns you may have.
Sincerely,
Suzanne Wagner, Account Manager
KEYCORP CONFIDENTIAL
DOCUMENTATION CHECKLIST
❑ Master Tax-Exempt Lease/Purchase Agreement -Schedule 1 *
❑ Addendum to Master Tax-Exempt Lease/Purchase Agreement*
❑ Property Schedule 1*
❑ Property Description and Payment Schedule -Exhibit 1
❑ Lessee's Counsel's Opinion - Exhibit 2. Exhibit 2 is the standard legal opinion used by Key Government Finance,
Inc.. This opinion will need to be processed by your attorney on their letterhead. Your attorney will want to review
the Lease/Purchase Agreement.
❑ Lessee's Certificate - Exhibit 3. Please fill in the date of the meeting of the governing body, referenced in section 1.
We also need a copy of those minutes or board resolutions for our files prior to funding.
❑ Payment of Proceeds Instructions - Exhibit 4. This is the Vendor payment information.
❑ Acceptance Certificate - Exhibit 5. The date of Acceptance will need to be frlled in with the date the equipment
is installed and accepted.
❑ Bank Qualification and Arbitrage Rebate -Exhibit 6
❑ Request for Certificate of Insurance - Please fill out the form and fax it to your insurance company.
The Insurance Certificate is required prior to funding.
❑ Notification of Tax Treatment - Please provide your State of Sales/Use Tax Exemption Certificate
❑ 8038-G - The purpose of this form is to report to the IRS that we have completed a tax-exempt financing.
Per the Internal Revenue Service, you are required to fill in the Report Number information for Line 4 (the
form included in your package is an 8038-G).
**We must have this information in order to complete your financing
8038-G Line 4. After the preprinted 3, enter two self-designated numbers. Number reports consecutively during any
calendar year (e.g., 334, 335, etc.).
❑ Invoicing Instructions - The information you provide enables us to invoice you correctly.
❑ Invoice for 1St Payment
*The items above marked with an asterisk require a signature in the presence of a witness/attestor. The attesting of the
signature does not require a notary, but the signature of a person present at the time the document is signed.
KEYCORP CONFIDENTIAL
Master Tax-Exempt Lease/Purchase Agreement
BETWEEN: Key Government Finance, Inc. (the "Lessor")
1000 South McCaslin Blvd.
-Superior, CO 80027
AND: City of Okeechobee (the "Lessee")
55 SE Third Avenue
Okeechobee, FL 34974-2932
Attention: Robin Brock
Telephone: 863 763-3372
DATED: 2/3/2009
ARTICLE I
1.01 Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agent" means any agent for the Registered Owners, if any, to which all or a portion of Lessors right, title and interest in, to and under a Property Schedule and the Property
under such Property Schedule may be assigned for the benefit of the Registered Owners of Lease Participation Certificates in such Property Schedule.
"Agreement" means this Master Tax-Exempt Lease/Purchase Agreement, including all exhibits and schedules attached hereto.
"Commencement Date" is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences, which date shall be set forth in the
Property Schedule.
"Event of Nonappropriation" is defined in Section 6.06.
"Event of Default" is defined in Section 13.01.
"Lease Participation Certificates" means certificates evidencing a right to receive a share of Rental Payments payable under a Property Schedule and Purchase Price
Payments payable under a Property Schedule and any other rights set forth herein with respect to the Property under said Property Schedule.
"Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall
be set forth in such Property Schedule, as provided in Section 4.02.
"Lessee" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns.
"Lessor" means the entity identified as such in the first paragraph hereof, and its successors and assigns.
"Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the
Commencement Date.
"Property" means, collectively, the property leasetpurchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such
Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX.
"Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be
numbered consecutively, beginning with Property Schedule 2.
"Purchase Price" means the amount that Lessee may, in its discretion, pay to Lessor to purchase the Property under a Property Schedule, as provided in Section 11.01 and
as set forth in the Property Schedule.
"Registered Owners" means the registered owners of Lease Participation Certificates in a Property Schedule as shown on the registration books maintained by the Agent.
"Renewal Terms" means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year.
"Rental Payments" means the rental payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule.
"Rental Payments Dates" means the rental payments dates for the Rental Payments as set forth in each Property Schedule.
"State" means the state in which Lessee is situated.
"Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or
is purchasing all or any portion of the Property.
ARTICLE It
2.01 Property Schedules Separate Financinas. Each Property Schedule executed and delivered under this Agreement shall be treated as a separate financing,
distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default or an Event of Nonappropriation with respect to a Property
Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Rental Payments payable under such Property Schedule,
and except as expressly provided in Section 12.02 below, Lessor shall have no rights or remedies with respect to Property financed or Rental Payments payable under any
other Property Schedules unless an Event of Default or Event of Nonappropriation has also occurred under such other Property Schedules.
ARTICLE III
3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent,
covenant and warrant for the benefit of Lessor, any Agent, and any Registered Owners, as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter
into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the
extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the
remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other
appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this
Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the
Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee
shall cause to be executed an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing
essential governmental uses and public functions within the permissible scope of Lessee's authority.
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(e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information
relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by
Lessor.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof,
and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income
for federal income tax purposes of the interest component of Rental Payments under the Property Schedule and will not use or permit the use of the
Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees
that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property
Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other
investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been
reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage
bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect
at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule.
(g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee
does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or
other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or
body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject.
(h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30)
days prior notice to Lessor.
ARTICLE IV
4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lease and let to Lessee, and
Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property
Schedule, for the Lease Term set forth in such Property Schedule.
4.02 Lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final
Rental Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this
Agreement or the Property Schedule.
4.03 Delivery. Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations
specked in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited
under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such
Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by
executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule.
ARTICLE V
5.01 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from
Lessor, except as expressly set forth in this Agreement. No Registered Owner shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is
not in default under the subject Property Schedule.
5.02 Location, Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at
all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property.
ARTICLE VI
6.01 Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments
hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,
statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit
or taxing power of Lessee. Upon the appropriation of Rental Payments for a fiscal year, the Rental Payments for said fiscal year, and only the Rental Payments for said
current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not include a pledge of the taxing power of Lessee.
6.02 Payment of Rental Payments. Lessee shall promptly pay Rental Payments under each Property Schedule, exclusively from legally available funds, in lawful
money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Property Schedule, at Lessor's address set forth on the
first page of this Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Rental Payments under a Property Schedule in
an amount sufficient to cover all additional costs and expenses incurred by Lessor and Agent from such delinquent Rental Payment. In addition, Lessee shall pay a late
charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Rental Payments.
6.03 Interest Component. A portion of each Rental Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property
Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Rental Payment thereunder during the Lease Term.
6.04 Rental Pavments to be Unconditional. SUBJECT TO SECTION 6.06, THE OBLIGATIONS OF LESSEE TO PAY THE RENTAL PAYMENTS DUE UNDER THE
PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02.
6.05 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Rental Payments
thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the term of all Property Schedules can be
obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Rental Payments due
under the Property Schedules during the following budget year. Notwithstanding this covenant, it Lessee fails to appropriate the Rental Payments for a Property Schedule
pursuant to Section 6.06, such Property Schedule shall terminate. Although Lessee has made this covenant, in the event that it fails to provide such notice, no remedy is
provided and Lessee shall not be liable for any damages for its failure to so comply.
6.06 Non-Appropriation. If sufficient funds are not appropriated to make Rental Payments required under a Property Schedule, such Property Schedule shall
terminate and Lessee shall not be obligated to make Rental Payments under said Property Schedule beyond the then current fiscal year for which funds have been
appropriated. Upon the occurrence of such nonappropriation (an "Event of Nonappropriation") Lessee shall, no later than the end of the fiscal year for which Rental Payments
have been appropriated, deliver possession of the Property under said Property Schedule to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon
termination of said Property Schedule by reason of an Event of Nonappropriation, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the portion of Rental Payments thereafter coming due that is attributable to the number of days after the termination during which
the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. In addition, Lessor may, by
written instructions to the Agent or to any other escrow agent who is holding proceeds of the Property Schedule, instruct the Agent or such escrow agent to release all such
proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement. Lessee shall notify Lessor
in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Rental Payments, but failure to provide such notice shall
not operate to extend the Lease Term or result in any liability to Lessee.
6.07 Defeasance of Rental Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the
principal component and interest component accruing under a Property Schedule, a sum of cash and non-callable securities consisting of direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof, in such aggregate amount,
bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest of
KEYCORP CONFIDENTIAL
Lessor in the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the
exclusion from gross income of the interest component of Rental Payments on said Property Schedule is not adversely affected.
ARTICLE VII
7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State, title to the Property shall vest in
Lessee, subject to Lessor's interests under the applicable Property Schedule and this Agreement.
7.02 Personal Propertv. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be
situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon.
If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Property from any parry having an interest in any such real estate or building.
7.03 Security Interest. To secure the performance of all of Lessee's obligations under this Agreement, including without limitation all Property Schedules now existing
or hereafter executed, Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's interest in all
of the Property, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the
Property, and on any proceeds of any of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements,
affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a
security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems
necessary or appropriate to establish, maintain and perfect such security interest.
7.04 Substitution. Lessee may substitute for all or any portion of the Property under a Property Schedule personal property of approximately equal or greater market
value and with an equal or greater useful life. In the event of any such substitution, Lessee shall deliver to Lessor a certification that the personal property proposed to be
substituted has approximately equal or greater market value and an equal or greater useful life as the portion of the Property being substituted for, together with an opinion of
counsel acceptable to Lessor to the effect that the proposed substitution will not adversely affect the exemption of the interest components of Rental Payments under the
Property Schedule from federal income taxation. Lessee shall be responsible for all costs and expenses of Lessor, including counsel fees, for any such substitution. Lessee
shall cause all financing statements, fixture filings, certificates of title, affidavits, notices and similar instruments, to be made or filed in a timely manner to secure and perfect
the security interest of Lessor in the substituted property.
ARTICLE VIII
8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the
manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations concerning the Property s ownership, possession, use
and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. Lessee shall have sole responsibility to
maintain and repair the Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturers
specifications, and if requested by Lessor, Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers.
8.02 Liens. Taxes. Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the
interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and,
therefore, that the Property will be exempt from all property taxes. The Rental Payments payable by Lessee under this Agreement and the Property Schedules hereunder
have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said
exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay
when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas, water, steam, electricity, heat,
power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as
the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be
obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property.
8.03 Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Property against loss or damage by fire and all other risks covered by
the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding
principal component of Rental Payments, and (b) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c)
workers compensation insurance covering all employees working on, in, near or about the Property; provided that Lessee may self-insure against all such risks. All insurance
proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such
insurance in the State. All such liability insurance shall name Lessor as an additional insured. All such casualty insurance shall contain a provision making any losses payable
to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified
without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become
effective without Lessors prior written consent. Lessee shall furnish to Lessor, on or before the Commencement Date for each Property Schedule, and thereafter at Lessors
request, certificates evidencing such coverage, or, if Lessee self-insures, a written description of its self-insurance program together with a certification from Lessee's risk
manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order,
Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the
cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the Property Schedule for which the Property is under and shall be
due and payable on the next Rental Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such
amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.
ARTICLE IX
9.01 Damage or Destruction. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other
casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds (as
hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration,
modification or improvement of the Property, unless Lessee shall have exercised its right to defease the Property Schedule as provided herein, or unless Lessee shall have
exercised its option to purchase Lessors interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been
completed shall be paid to Lessee. For purposes of Section 14.02(b) and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds
of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attomeys' fees, incurred in the collection thereof.
9.02 Insufficiencv of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in
Section 9.01, Lessee shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net
Proceeds and, if Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be
entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to purchase
Lessors interest in the Property pursuant to the optional purchase provisions of the Property Schedule, if any. The amount of the Net Proceeds, if any, remaining after
completing such repair, restoration, modification or improvement or after such defeasance or purchase may be retained by Lessee.
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ARTICLE X
10.01 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT
OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY
COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME;
IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER
IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the
Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a)
neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Lessor, or (ii) authorized to make or after any term or condition of this Agreement,
and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect,
special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item,
product or service provided for in this Agreement or the Property Schedules.
10.02 Vendors Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights
(including without limitation warranties) related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation
shall be against the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to
this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or
warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property.
10.03 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner
contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses, if any, necessaryfor the installation and
operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend
and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property; provided that Lessee may contest in good
faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the
Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any
governmental authority which could adversely affect this Agreement, any Property Schedule or the Property thereunder.
10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations, additions, modifications or
improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the
provisions of this Agreement Such alterations, additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature or cause it
to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications
or improvements made pursuant to this Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such
alterations, additions, modifications and improvements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property
as may be required from time to time by applicable law or by any governmental authority.
ARTICLE XI
11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any
restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule, if the Property Schedule is still in effect on such
day, upon payment in full of the Rental Payments due thereunder plus payment of One (1) Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase
Lessor's interest in the Property at least sixty (60) days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set
forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule, and performance by Lessee of all other terms, conditions and
provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or
recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to such Property Schedule to Lessee.
11.02 Option to Prepay. Lessee shall have the option to prepay the Rental Payments due under a Property Schedule, but only if the Property Schedule so provides,
and on the terms set forth in the Property Schedule.
ARTICLE X11
12.01 Assignment by Lessor. Lessors right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be
assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor and, to the extent of their interest, by any Registered Owner, without the
necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has
received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) any assignment to or by a Registered Owner shall
not be effective until it is registered on the registration books kept by the Agent. Lessee shall retain all such notices as a register of all assignees (other than Registered
Owners) and shall make all payments to the assignee or assgnees designated in such register or, in the case of Registered Owners, to the Agent. In the event that Lessor's
interest in a Property Schedule and the Property thereunder is assigned to the Agent, Lease Participation Certificates in that Property Schedule may be executed and
delivered by the Agent to Registered Owners. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that
may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules.
12.02 Property Schedules Separate Financings. Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule
unless such rights have been separately assigned. Lessor may collectively assign two or more Property Schedules with the same Commencement Date to the Agent for the
purpose of causing the execution and delivery of Lease Participation Certificates in the Property Schedules with the same Commencement Date. Such assignment shall
occur on such Commencement Date and upon such assignment all Property Schedules so assigned shall be treated as a single financing and a single Property Schedule
with respect to rights and remedies upon the occurrence of an Event of Default or an Event of Nonappropriation under this Agreement. Registered Owners rights with respect
to the Property Schedules shall be determined as provided in the escrow agreement or trust agreement relating to such Lease Participation Certificates.
12.03 Assianment and Subleasina by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE
PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.
12.04 Release and Indemnification Covenants. To the extent permitted by applicable law, Lessee shall indemnify, protect, hold harmless, save and keep harmless
Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including,
without limitation, counsel fees and expenses, penalties and interest (collectively, "Losses") arising out of or resulting from the entering into this Agreement, any Property
Schedules hereunder, the ownership of any item of the Property, the loss of federal tax exemption of the interest on any of the Property Schedules, the ordering, acquisition,
use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Property or any accident in connection with the operation, use, condition,
possession, storage or return of any item of the Property resulting in damage to property or injury to or death to any person; provided, however, that Lessee shall not be
required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct, or for Losses arising out of or resulting from Lessor's
preparation of disclosure material relating to Lease Participation Certificates (other than disclosure material provided to Lessor by Lessee). The indemnification arising under
this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement, or the applicable Property Schedule, or the
termination of the Lease Term for such Property Schedule for any reason.
ARTICLE XIII
13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule:
(a) Failure by Lessee to pay any Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified
therein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property
Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that
it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the
failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if
corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
KEYCORP CONFIDENTIAL
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to
have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of
Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of
creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or
an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or
liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order,
judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force maieure Lessee is unable in whole or in part to perform its
agreements under this Agreement and the Property Schedule (other than the obligations on the part of Lessee contained in Article VI hereof) Lessee shall not be in default
during the continuance of such inability. The term "force maieure " as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts
of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or
military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or
any other cause or event not reasonably within the control of Lessee.
13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any
further demand or notice, to take one or any combination of the following remedial steps:
(a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee
thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Rental Payments under the Property
Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by
applicable law, whichever is less;
(b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession
of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the
United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in
effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) defease the Property
Schedule pursuant to Section 6.07, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated
with the disposition of the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further
provided that no deficiency shall be allowed against Lessee;
(c) By written notice to the Agent, if any, Lessor may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule
under the applicable escrow or trust agreement as provided in the applicable escrow or trust agreement.
(d) By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to
release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule;
(e) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any
of its rights under the Property Schedule and this Agreement.
13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall
be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as
may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as
may be required in this Article.
13.04 Costs and Attomey Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to
Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or
action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid
and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the
terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on
appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law.
ARTICLE XN
14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified
mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall
designate in writing to the other for notices to such party), to any assignee (other than a Registered Owner) at its address as it appears on the registration books maintained
by Lessee and to any Registered Owner at its address as it appears on the registration books maintained by the Agent.
14.02 Certification as to Arbitrage. Unless a separate Certificate as to Arbitrage is delivered on the Commencement Date, Lessee shall be deemed to make the
following representations and covenants as of the Commencement Date for each Property Schedule:
(a) The estimated total costs, including taxes, freight, installation, cost of issuance, of the Property under the Property Schedule will not be less than the total
principal amount of the Rental Payments.
(b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months and the Property is expected to be delivered
and installed, and the Vendor fully paid, within one year from the Commencement Date. Lessee will pursue the completion of the Property and the
expenditure of the net proceeds of the Property Schedule with due diligence.
(c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be
used to pay the Rental Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Rental Payments
under the Property Schedule.
(d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part,
prior to the last maturity of the Rental Payments under the Property Schedule.
(e) There are no other obligations of Lessee which (1) are being sold within 15 days of the Commencement Date of the Property Schedule; (ii) are being sold
pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds.
(f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure
of the proceeds of the Property Schedule. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate
and the expectations of Lessee set forth herein are reasonable.
14.03 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation
statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect,
confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Property Schedules, to consummate the transactions contemplated
hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Property Schedules.
14.04 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.
14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract,
KEYCORP CONFIDENTIAL
tort or otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof.
14.07 AmsndmsnfsChtnass and IlloNcatiops. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification
does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of the applicable assignee or Agent, if any, shall be required
to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule.
14.08 E Le.cuo n InyquntprD&rjj. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
14.09 Aoolicabls Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
14.10 caption . The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date
first above written.
Lessor: Key Government Finance, Inc. Lessee: City of Okeechobee
B 0. a4xd~ By:
Name: Refs iiisa A. E ckondorf iName:" James E. Kirk
Title: Contracts Manager Title: Mayor
Attest:
By: ~~4--
Name: Lane Gamiotea-
Title: City Clerk
Addendum to Master Tax-Exempt Lease/Purchase Agreement
Florida Counties, Municipalities, School Districts and Fire Districts
KEYCORP CONFIDENTIAL
THIS ADDENDUM, which is entered into as of 202009 between Key Government Finance, Inc. ("Lessor') and City of Okeechobee
("Lessee'), is intended to modify and supplement the Master Tax-Exempt Lease/Purchase Agreement between Lessor and Lessee of even date herewith (the
"Master Agreement). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement.
The Master Agreement is hereby amended as set forth below whether the Lessee is a county, municipality school district or fire district:
A. Section 6.01 is amended by the addition of the following to the end of said section: "Lessor acknowledges that in no event
may it compel the use of ad valorem taxing power to compel Lessee to pay Rental Payments or other payment obligations under this Agreement.
B. Section 7.03 entitled "Security Interest" is deleted in its entirety
C. Section 12.01 is amended by deletion in the third to the last line the words "and chattel mortgages or financing statements."
D. Subsection 13.02(b) is amended to read as follows:
(b) Lessor may terminate the Property Schedule and may require Lessee, at Lessee's expense, to promptly return any or all of the
Property to the possession of Lessor at such place within the United States as Lessor shah specify, and Lessor may thereafter dispose of the
Property; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) defease the Property
Schedule pursuant to Section 6.07, (ii) pay any other amounts than due under the Property Schedule, including payments under Section 13.02(a),
and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall be paid to Lessee or such
other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee;
E. Subsection 13.02(e) is amended to read as follows:
(e) Following an Event of Default or an Event of Nonappropriation hereunder and upon failure of Lessee to voluntarily comply with
Section 6.06 or 13.02(b), Lessor may take any action, at law, that is permitted by applicable law and that may appear necessary or desirable to
enforce or to protect any of its rights under the Property Schedule and this Agreement against Lessee's legally available funds. Lessor and Lessee
agree that there is no intention to create under this Agreement and the applicable Property Schedules a right of Lessor to dispossess Lessee
involuntarily of the legal title to or the right of use of the Property. Lessor hereby irrevocably waives any right to specific perfornance of Lessee's
covenant to transfer legal title to and return of possession of the Property to Lessor
The Master Agreement is further hereby amended as set forth below depending whether the Lessee is a county, municipality or school
district:
1. Additional terms applicable to counties:
A. If the tern of a Property Schedule under the Master Agreement exceeds 5 years, Lessee further represents and covenants
that the Rental Payments are payable from sources other than ad valorem taxes.
B. Lessee further represents, covenants and warrants with respect to each Property Schedule that it has been, or will be prior to
its Commencement Date, approved by the Board of County Commissioners of Lessee.
II. Additional terms applicable to municipalities:
A. Lessee represents, covenants and warrants that the charter of the Lessee permits the lease/purchasing of the Property under
the Master Agreement
III. Additional terms applicable to school districts:
A. The opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 3 shah be provided by
a law firm listed in The Bond Buyers Municipal Marketplace (the "Red Book') under the Florida section of Municipal Bond Attorneys.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized
representatives as of the date first above written.
Lessor: ey Govee 1mment_ Finance. Inc. Lessee: Cl o Okeechobee
I By: I By: . y~/
Name: Name: James E. Kirk
~g ono a,Ao Manager
I Title: ~a I Title: M a v o r
Attest
By:
Name: Lane Gamiotea
Title: City Clerk
KEYCORP CONFIDENTIAL
Property Schedule No.1
Master Tax-Exempt Lease/Purchase Agreement,
This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax-
Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of 2/3/2009, between Key Government Finance, Inc., and City
of Okeechobee.
1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.
Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this
Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and
the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise
defined herein shall have the meanings provided in the Master Agreement.
2. Commencement Date. The Commencement Date for this Property Schedule is 213/2009.
3. Property DescriDtion and Pavment Schedule. The Property subject to this Property Schedule is described in Exhibit A hereto. Lessee
shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Rental Payment
Schedule for this Property Schedule is set forth in Exhibit 1.
4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2.
5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3.
6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit
4.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Rental
Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in Exhibit 1
(Payment Schedule), subject to per diem adjustment.
9. Bank Qualification and Arbitraae Rebate. Attached as Exhibit 6.
10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement
(including this Property Schedule all ancillary documents) are not received by Lessor at its place of business by 2/10/2009.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized
representatives as of the Commencement Date above.
Lessor: Key Government Finance, Inc. I Lessee: City of Okeechobee
By: Aj~ Q . I By:
Name: Red ina A• Name: James E. Kirk
Title: J Title: Mayor
Attest
B Q
Iy
Name: Lane Gamiotea = I
Title: City Clerk
KEYCORP CONFIDENTIAL
EXHIBIT 1
Property Description and Payment Schedule
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance,
Inc. and City of Okeechobee.
The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and
attached hereto.
EQUIPMENT LOCATION: 55 SE Third Avenue, Okeechobee, FL 34974-2932
USE: - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee
provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property,
which need is not temporary or expected to diminish in the foreseeable future.
Rental Payment Schedule
If the Due Dates are not defined in this Rental Payment Schedule, they shall be defined as the first day of each quarterly
period of this Rental Payment Schedule commencing with the Acceptance Date.
Total Principal Amount $457,193.00
Rental
Payment No. Due Date Pa ment Principal Interest Termination
1 3-Feb-2009 25,570.03 25,570.03 0.00 444,571.66
2 3-Ma -2009 25,570.03 20,338.21 5,231.83 423,623.30
3 3-Aug-2009 25,570.03 20,584.73 4,985.30 402,421.03
4 3-Nov-2009 25,570.03 20,834.25 4,735.79 380,961.76
5 3-Feb-2010 25,570.03 21,086.78 4,483.25 359,242.37
6 3-May-2010 25,570.03 21,342.38 4,227.65 337,259.72
7 3-Aug-201 0 25,570.03 21,601.08 3,968.95 315,010.60
8 3-Nov-2010 25,570.03 21,862.91 3,707.12 292,491.80
9 3-Feb-2011 25,570.03 22,127.92 3,442.11 269,700.05
10 3-May-2011 25,570.03 22,396.14 3,173.90 246,632.02
11 3-Aug-2011 25,570.03 22,667.61 2,902.43 223,284.39
12 3-Nov-2011 25,570.03 22,942.37 2,627.66 199,653.75
13 3-Feb-2012 25,570.03 23,220.46 2,349.57 175,736.67
14 3-Ma -2012 25,570.03 23,501.92 2,068.11 151,529.70
15 3-Aug-2012 25,570.03 23,786.80 1,783.24 127,029.30
16 3-Nov-2012 25,570.03 24,075.12 1,494.91 102,231.92
17 3-Feb-2013 25,570.03 24,366.94 1,203.09 77,133.97
18 3-May-2013 25,570.03 24,662.30 907.73 51,731.80
19 3-Aug-20137 25,570.03 24,961.24 608.79 26,021.72
20 3-Nov-2013 25,570. 03 25,263.80 306.23 0.00
Lessee: City of Okeechobee
B:
Name: James E. Kirk
Title: Ma o r
KEYCORP CONFIDENTIAL
EXHIBIT A
Property Description
17 - 2009 Ford Crown Victoria Police Cars with Full Wheel Covers and Left Hand Spotlights
5 - 2009 Dodge Charger Police Cars with V6 Engines and Spotlights
KEYCORP CONFIDENTIAL
EXHIBIT 5
Acceptance Certificate
Key Government Finance, Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance,
Inc. and City of Okeechobee
Ladies and Gentlemen:
In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement"), the
undersigned ("Lessee") hereby certifies and represents to, and agrees with, Key Government Finance, Inc. ("Lessor"), as
follows:
(1) The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired,
made, delivered, installed and accepted on the date indicated below.
(2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and
appropriate and hereby acknowledges that it accepts the Property for all purposes.
(3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of
Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement) exists at the
date hereof.
Date: i
City of Okeechobee
as Lessee
By: 'V
Nam45 J/ re E. Kirk
Title: Iavcr
KEYCORP CONFIDENTIAL
G\~~ ..OF ' Ok~FCti~ y~
m
m
O ~ls0
6~S~~pCa
u1915 City o Okeechobee
February 3, 2009
Suzanne Wagner, Account Manager
Key Government Finance
1000 S. McCaslin Blvd.
Superior, CO 80027
Mayor James E. Kirk
City of Okeechobee
55 SE 3"d Avenue
Okeechobee, FL 34974
RE: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between Key
Government Finance, Inc. and City of Okeechobee.
Ladies and Gentlemen:
I have acted as counsel to City of Okeechobee ("Lessee"), in connection with the Master Tax-
Exempt Lease/Purchase Agreement, dated as of 2/3/2009 (the "Master Agreement"), between City of
Okeechobee, as lessee, and Key Government Finance, Inc. as lessor ("Lessor"), and the execution of
Property Schedule No. 1 (the "Property Schedule") pursuant to the Master Agreement. We have
examined the law and such certified proceedings and other papers as we deem necessary to render
this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in the
Master Agreement and Property Schedule.
As to questions of fact material to my opinion, 1 have relied upon the representations of Lessee
in the Master Agreement and the Property Schedule and in the certified proceedings and other
certifications of public officials furnished to me without undertaking to verify the same by independent
investigation.
Based upon the foregoing, I am of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under the laws
of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the
power to tax, (b) the power of eminent domain, and (c) the police power.
2. Lessee has all requisite power and authority to enter into the Master Agreement and the
Property Schedule and to perform its obligations thereunder.
55 S.E. Third Avenue • Okeechobee, Florida 34974-2903 • (863) 763-3372 • Fax: (863) 763-1686
3. The execution, delivery and performance of the Master Agreement and the Property
Schedule by Lessee have been duly authorized by all necessary action on the part of Lessee.
4. All proceedings of Lessee and its governing body relating to the authorization and
approval of the Master Agreement and the Property Schedule, the execution thereof and the
transactions contemplated thereby have been conducted in accordance with all applicable open
meeting laws and all other applicable state and federal laws.
5. Lessee has acquired or has arranged for the acquisition of the Property subject to the
Property Schedule, and has entered into the Master Agreement and the Property Schedule, in
compliance with all applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or
agencies which may be required for the execution, delivery and performance by Lessee of the Master
Agreement and the Property Schedule.
7. The Master Agreement and the Property Schedule have been duly executed and
delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against
Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited
by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable
principles of general application, or of application to municipalities or political subdivisions such as the
Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in
appropriate cases.
8. As of the date hereof, based on such inquiry and investigation as I have deemed
sufficient, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a)
seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the
Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property
Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the
constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the
Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of
or security for the Master Agreement and the Property Schedule.
9. The Lessee is a political subdivision within the meaning of Section 103 of the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder, and the
portion of payments identified as the interest component of the rents (as set forth in the payment
schedule attached to the Property Schedule) will not be includable in Federal gross income of the
recipient under the statutes, regulations, court decisions and rulings existing on the date hereof and
consequently will be exempt from Federal income taxes.
This opinion may be relied upon by Lessor, its successors and assigns, and any other legal
counsel who provides an opinion with respect to the Property Schedule.
Kind t Regard
s,
John R. Cook
City Attorney
JRC/rb
EXHIBIT 3
Lessee's Certificate
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance,
Inc. and City of Okeechobee.
The undersigned, being the duly elected, qualified and acting _ of the City of Okeechobee
("Lessee") do hereby certify, as of 2/3/2009, as follows:
1. -Lessee did, at a meeting of the governing body of the Lessee held by resolution or
ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt Lease/Purchase
Agreement (the "Master Agreement") by the following named representative of Lessee, to wit:
NAMEOF EXECUTING OFFICIAL TITLE SIGNATURE
(Official who signed the documents.) OF EXECUTING OFFICIAL EXECUTING OFFICIAL
James E. Kirk Mayor
And/ Or
2. The above-named representative of the Lessee held at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee, if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement)
exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master
Agreement.
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds
for the current budget year to make the Rental Payments scheduled to come due during the current budget year under
the Property Schedule and to meet its other obligations for the current budget year and such funds have not been
expended for other purposes.
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or
the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or
interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the
payment of or security for the Master Agreement and the Property Schedule.
City of Okeechobee
Attest By: ~
Lane Gamiotea
Title:
City Clerk
SOMEONE OTHER THAN THE EXECUTING OFFICIAL SHOWN A1,BQVE MUST SIGN HERE.
KEYCORP CONFIDENTIAL
RESOLUTION NO. 09-04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
OKEECHOBEE, FLORIDA, AUTHORIZING THE LEASE-
FINANCING OF CERTAIN EQUIPMENT THROUGH
EXECUTION OF A MASTER LEASE-PURCHASE
AGREEMENT WITH KEY GOVERNMENT FINANCE, INC.;
PROVIDING FOR THE PAYMENT OF THE LEASE
PAYMENTS; MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, be it resolved before the City Council for the City of Okeechobee,
Florida; presented at a duly advertised public meeting; and passed by majority vote
of the City Council; and properly executed by the Mayor or designee, as Chief
Presiding Officer for the City that:
SECTION 1.
Authority for this Resolution. This Resolution is adopted pursuant to the
Constitution and laws of the State of Florida, including particularly Chapter 166, Part
II, Florida Statutes, and other applicable provisions of law (hereinafter collectively
referred to as the "Act").
.SECTION 2.
Findings. It is hereby ascertained, found, determined and declared by the City of
Okeechobee, Florida, (the "Lessee") that:
(a) It is necessary, desirable, and in the best interest of the Lessee and
its inhabitants that the Lessee acquire the equipment described in
Exhibit A hereto (the Equipment) and pay for such acquisition
through a lease-purchase financing structure pursuant to a Master
Lease-Purchase Agreement (the "Lease-Purchase Agreement")
between the Lessee and Key Government Finance, Inc. (the
"Lessor").
(b) The Lessee is authorized and empowered by the Act to enter into
transactions such as that contemplated by the Lease-Purchase
Agreement and to fully perform its obligations thereunder in order to
acquire the Equipment.
(c) The execution and delivery of the Lease-Purchase Agreement by the
Lessee will comply with all of the provisions of the Act.
(d) The Lessee has requested proposals from financial institutions and
has determined that the terms proposed by the Lessor are in the best
interest of the Lessee consistent with the request for proposals issued
for this purpose.
SECTION S.
Authorization of Equipment. The lease-financing of the Equipment is hereby
authorized, pursuant to the provisions of a Lease-Purchase Agreement which shall
contain terms consistent with the proposal of the Lessor attached hereto as Exhibit
B.
Resolution No. 09-04 Page 1 of 6
SECTIO14 4.
Aooroval of Lease-Purchase Agreement. The Lessee hereby authorizes and directs
its Mayor or City Manager to execute and deliver, and the City Clerk of the Lessee
to attest sunder the seal of the Lessee, a Lease-Purchase Agreement, all of the
provisions, of which, when executed and delivered by the Lessee as authorized
herein anci by the Lessor, shall be deemed to be a part of this Resolution as fully
and to the same extent as If incorporated verbatim herein. The Lease Purchase
Agreement.shall be in such form as approved by the Mayor or City Manager, such
approval to Lie conclusively presumed by the execution thereof. The rent payments
to be paid under the Lease-Purchase Agreement and the other terms of the Lease-
Purchase Agreement shall be consistent with the proposal of the Lessor attached
hereto as Exhibit B.
SECTION 5.
Designation as (..2uglified Small I$suer Obligation. The Lessee (including all
subordinate entities. which issue tax-exempt debt on behalf of the Lessee) does not
reasonably anticdpate issuing tax-exempt obligations in excess of $10,000,000
during the current calendar year. The Lessee does hereby designate the obligation
to lease the Equipment pursuant to the Lease-Purchase Agreement as a qualified
tax-exempt obligation under Section 265(b)(3) of the Internal Revenue Code of
1986.
SECTION 6.
Pledoe of Lease Pr(pceeds. In order to provide for acquisition of the Equipment, the
Lessor shall pay the) proceeds of the Lease to Lessee. The Lessee covenants and
agrees to establish a separate fund in a bank or trust company in the State of
Florida, which is eligible under the laws of such State to receive funds of the
Lessee, to be known as the City of Okeechobee, Florida, Equipment Acquisition
Fund, which shall bie used only for the payment of the cost of acquisition of the
Equipment. Money:i, in the Equipment Acquisition Fund, until applied in payment
of the cost of Equipiment as provided in the Lease, shall be held in trust by the
Lessee and shall be :subject to a lien and charge in favor of the Lessor and shall not
be subject to any lien or pledge in favor of any person other than Lessor. Lessee
does hereby irrevocably pledge the Equipment Acquisition Fund to payment of its
obligations under the Lease in accordance with the terms thereof.
SECTION 7.
Further Action. The proper officers of the Lessee are hereby authorized,
empowered and directed to take all such further action and to execute such
additional documents as they deem advisable to carry out the purposes of this
Resolution.
SECTION 8.
Severabilltv of Invalid Provision. If any one or more of the covenants, agreements
or provisions contained in this Resolution or the Lease-Purchase Agreement, or any
other document or agreement hereby authorized shall be held contrary to any
express provision of law, or against public policy, or shall for any reason whatsoever
be held invalid, then such covenants, agreements or provisions shall be null and
void and shall be deemed separable from the remaining covenants, agreements or
provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Lease-Purchase Agreement, or any other document or agreement hereby
authorized.
Resolution No. 09-04 Page 2 of 6
SECTION 9.
Succession of Officer of Lessee: Performance of Duties. In the event that the office
of any officer of the Lessee mentioned in this Resolution shall be abolished or any
two or more of such offices shall be merged or consolidated, or in the event of a
vacancy in any such office by reason of death, resignation, removal from office or
otherwise, or in the event any such officer shall become incapable of performing the
duties of his/her office by reason of sickness, absence from the Lessee or
otherwise, all powers conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the principal functions thereof
or by the officer upon whom such powers, obligations and duties shall be imposed
by law.
SECTION 10.
Benefit of Resolution Limited. Except as herein otherwise expressly provided,
nothing in this Resolution, express or implied, is intended or shall be construed to
confer upon any person, firm or corporation other than the Lessee and the Lessor
(or its assigns) any right, remedy or claim, legal or equitable, under or by reason of
this Resolution or any provision thereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Lessee and the
Lessor (or its assigns).
SECTION 11.
Successors and Assigns. All the covenants, promises and agreements in this
Resolution contained by or on behalf of the Lessee shall bind and inure to the
benefit of its successors and assigns, whether so expressed or not.
SECTION 12.
Repealing Clause. All resolutions, or parts thereof, or other official actions of the
Lessee in conflict with the provisions herein contained are, to the extent of such
conflict, hereby superseded and repealed.
SECTION 13.
Effective Date. This Resolution shall take effect immediately upon adoption.
INTRODUCED AND ADOPTED in regular session this 2~ day of February. 2009.
ATTEST: James E. Kirk, Mayor
'Lane Gamiotea, CMC, City Clerk
REVIEWED FOR LEGAL SUFFICIENCY:
r
John R. Cook, City Attorney
Resolution No. 09-04 Page 3 of 6
STATE OF FLORIDA
COUNTY OF OKEECHOBEE
I, Lane Gamlotea, City Clerk of the City of Okeechobee, Florida, do hereby certify
that the above and foregoing is a true and correct copy of a resolution as the same was
duly adapted at a meeting of the City Council held on the 3~! day of February, 2009, and
as the same appears on record in my office.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this Xd day of
February, 2009.
C,
Lane Gamlotea, City Clerk
• (SEAL),
Resolution No. 09-04 Page 4 of 6
RESOLUTION NO. 09-04 - EXHIBIT A
Descriotion of E m nt
(17) 2009 Ford Crown Victoria Police Cars with Full Wheel Covers and Left Hand
Spotlights
(5) 2009 Dodge Charger Police Cars with V6 Engines and Spotlights
Resolution No. 09-04 Page 5 of 6
RESOLUTION NO. 09-04 - EXHIBIT B
Lessor Prooosal
Resolution No. 09-04 Page 6 of 6
CITY OF OKEECHOBEE
FEBRUARY 3, 2009 REGULAR CITY COUNCIL MEETING
SUMMARY OF COUNCIL ACTION
PAGE 1 of 3
1. CALL TO ORDER - Mayor:
February 3, 2009, City Council Regular Meeting; 6:00 p.m. Mayor Kirk called the February 3, 2009 Regular City Council Meeting to order at 6:03 p.m.
J
11. OPENING CEREMONIES.
Invocation given by Revered Pauline G. Livatt, New St. Stephen, A.M.E.; Invocation was offered by Revered Pauline G. Livatt, of New St. Stephen, African Methodist Episcopal Church;
Pledge of Allegiance led by the Mayor. The Pledge of Allegiance was led by Mayor Kirk.
III. MAYOR, COUNCIL AND STAFF ATTENDANCE - City Clerk. - City Clerk Gamiotea called the roll:
Mayor James E. Kirk Present
Council Member Lowry Markham = Present
Council Member Mike O'Connor Present
Council Member Dowling R. Watford, Jr. Present
Council Member Clayton Williams Present
City Administrator Brian Whitehall Present
City Attorney John R. Cook = present
City Clerk Lane Gamiotea Present
Deputy Clerk Melisa Eddings - Absent
Police Chief Denny Davis Present
Fire Chief Herb Smith Present
Public Works Director Donnie Robertson = Absent
IV. MINUTES - City Clerk.
A. Motion to dispense with the reading and approve the Summary of Council Member Williams moved to dispense with the reading and approve the Summary of Council Action for the
Council Action for the January 20, 2009 City Council Regular a January 20, 2009 City Council Regular Meeting; seconded by Council Member Markham. There was no discussion on
Meeting. :1 this item.
VOTE
7 Kiwc - YEA MAR*M - YEA O'C0W= - YEA
WA'IFM -YEA VkLm - YEA MOTH CAwaEO.
FEBRUARY 3,20M - REmm MEEw - PAGE 2OF 3
AE NDA. = e LACTION.-01SQiUI S)t9N-VOTE
V. AGENDA - Mayor.
i
A. Requests for the addition, deferral or withdrawal of items on today's ' Mayor Kirk asked whether there were any requests for the addition, deferral or withdrawal of items on today's agenda?
agenda. There were none.
I
VI. NEW BUSINESS.
A. Motion to adopt Proposed Resolution No. 09-04 regarding the 2009 Council Member Watford moved to adopt Proposed Resolution No. 09-04 regarding the 2009 Police Vehicles;
Police Vehicles - City Administrator (Exhlbft 1). seconded by Council Member Markham.
' Attorney Cook read proposed Resolution No. 09-04 by title only as follows: 'A RESOLUTIONOFTHECITYCOUNCIL
OFTHECITYOFOAEWJMW FLORIN,AUTHORf2INGTHELEASE-RNANCINGOFCERTAINEQUIPNENT'
THROUGHEXECU110NOFA MASTERLEASE-PURCHASEAGREEUWWRHKEYGOVERNMENTRNANCE,
INC ; PROVIDING FOR THE PAYMENT OF THE LEASE PAYMENTS; MAXING CERTAIN OTHER COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE"
There was a brief discussion on this matter. This is the finalization of the annual police car purchases. All existing cars
have been sold. There are changes in this years purchases. Normally there are 24 Ford Crown Victoria cars
purchased. However, due to budget constraints, this year there will be five Dodge Chargers and 17 Ford Crown
Victoria cars purchased and they are currently being delivered.
i
VOTE
Kiwc - YEA MARMAII - YEA O'CONNOR - YEA
WATFORD - YEA WLLIAMS - YEA MOTION CARRIED.
B. Discuss annual evaluation for Administrator Whitehall - Mayor. Each year the Mayor and Council conduct an evaluation on the Administrator's job performance. Council Member
O'Connor noted that since he has only been on the Council since January, he did not complete an evaluation as it
would not be fair due to the short amount of time he has worked with Mr. Whitehall. Mayor Kirk received the
evaluations and calculated an average score of 4.875 out of 5.0. Mr. Whitehall thanked the Council for theirconfidence
in him. The evaluations were forwarded to the City Clerk. They will be a matter of public record and part of his official
personnel file.
A.
Foam 3,210 - REetuR MEEm - PAGE 3 of 3
.I!
AIM
VI. NEW BUSINESS CONTINUED.
Y
C. Discuss annual evaluation for Attorney Cook - Mayor. A Each yearthe Mayorand Council conduct an evaluation on the attorney's job performance. Council Member O'Connor
p noted that although he and Attorney Cook work together when he was previously on the Council, that was 12 years
6 ago, and he has only been on the Council since January, he did not complete an evaluation. Mayor IGrk received the
evaluations and calculated an average score of 3.47 out of 5.0. Attorney Cook thanked the Council for their confidence
in him. The evaluations were forwarded to the City Clerk. They will be a matter of public record and part of his official
personnel file.
VIII. ADJOURN MEETING - MW. There being no further items on the agenda, Mayor Kirk adjourned the meeting at 6:10 p.m. The next regular
g scheduled meeting is February 17, 2009 at 6:00 p.m.
Please rake notice and be advised that when a person decides to appeal any
decision made by the City Council wtih respect to any mater considered at this Y
meeting, he/she may need to Insure that a verbatim record of the proceeding is
made, which recordreludes the testimony and evidence upon which the appeal is
to be based. City Clerk media are for the sole purpose of bade for official records i
of the Clerk.
a
James E. Kirk, Mayor E
P
ATTEST: F
Lane Gamiotea, CMC, City Clerk
w
EXHIBIT 4
Payment of Proceeds Instructions
Key Government Finance, Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 1 (the "Property Schedule") to Master Tax-Exempt Lease/Purchase Agreement
between Key Government Finance, Inc. ("Lessor") and City of Okeechobee ("Lessee").
Ladies and Gentlemen:
The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net
proceeds of the Property Schedule as follows:
Name of Payee: --CitVOf Okeechobee
By check By wire transfer X_
If by check, Payee's address:
If b wire transfer, a to:
Bank Name:
Sun Trust
Bank Address:
815 South Parrott Avenue
Bank City, State, Zip:
Okeechobee, Fl. 34974
Bank Phone:
863-763-6417
For Account of:
City of Okeechobee - Capital Projects Fund
Account No.: 0893001032321
ABA No.: 0610000104
City of be
By: -
Name: India Riedel
Title: _---Account Supervisor- -
KEYCORP CONFIDENTIAL
EXHIBIT 5
Acceptance Certificate
Key Government Finance, Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance,
Inc. and City of Okeechobee
Ladies and Gentlemen:
In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement'), the
undersigned ("Lessee") hereby certifies and represents to, and agrees with, Key Government Finance, Inc. ("Lessor"), as
follows:
(1) The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired,
made, delivered, installed and accepted on the date indicated below.
(2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and
appropriate and hereby acknowledges that it accepts the Property for all purposes.
(3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of
Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement) exists at the
date hereof.
Date:
City of Okeechobee
as Lessee
By: -
Name: _-.a~Pa-E_ Kirk--------
Title: _-_M a_Y o r
KEYCORP CONFIDENTIAL
EXHIBIT 6
Bank Qualification And Arbitrage Rebate
Key Government Finance, Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement Key Government Finance, Inc. and
City of Okeechobee
Qualified Tax-Exempt Obligation
This section intentionally left blank
Arbitrage Rebate.
(a) Lessee is a governmental unit under the law of the State with general taxing powers, (b) this Property
Schedule is not a private activity bond as defined in Section 141 of the Code, and (c) 95% or more of the net proceeds of
this Property Schedule will be used for local government activities of Lessee.
Lessee: City of Okeechobee
B: ,
Name: James E. Kirk
Title: Mayor
KEYCORP CONFIDENTIAL
**Please fill out this form and fax it to your insurance company**
Request for Certificate of Insurance
TO:
Insurance Carrier: (Name)
(Address)
(Address)
(Contact Name)
(Contact Phone)
(Contact Fax)
FROM:
Customer/Lessee: City of Okeechobee
55 SE Third Avenue
Okeechobee, FL 34974-2932
Contact Name: Robin Brock
Contact Phone: (863) 763-3372
Contact Fax: (863) 763-1686
City of Okeechobee is in the process of financing Police Vehicles with Key Government Finance, Inc..
City of Okeechobee requests that Key Government Finance, Inc. be listed as "Key Government Finance, Inc.,
their successors and assigns" and that it be named ADDITIONAL INSURED as to liability coverage and LOSS
PAYEE as to property coverage. A copy of said certificate should be forwarded to Key Government Finance,
Inc. as described below.
NOTE: Coverage is to include:
(1) insurance against all risks of physical loss or damage to the Equipment;
(2) commercial general liability insurance (including blanket contractual liability coverage and products
liability coverage) for personal and bodily injury and property damage of not less than $1,000,000; and
(3) if applicable, automobile liability coverage of not less than $3,000,000.
Key Government Finance, Inc. is to receive 30 days prior written notice of cancellation or material change in
coverage. Qualifying language such as "endeavor to provide" "but failure to do so shall impose no
obligation or liability of any kind upon the insurer, its agents or representative" or the like will NOT be
accepted and will delay funding.
❑ 1. Please FAX this completed information to:
Key Government Finance, Inc.
Suzanne Wagner, Account Manager
Phone Number: 720-304-1419
Fax Number: 720-304-1479
❑ 2. Please MAIL a Certificate of Insurance to:
Key Government Finance, Inc.
Suzanne Wagner
1000 S. McCaslin Boulevard
Superior, CO 80027
❑ 3. Please CONTACT the Account Manager:
✓ When faxing this Certificate.
✓ If this cannot be completed today.
✓ If you have any questions.
KEYCORP CONFIDENTIAL
Notification of Tax Treatment
Key Government Finance, Inc. is required to collect and remit sales/use tax in the taxing jurisdiction where your
equipment will be located. In the event we do not receive a valid sales tax exemption certificate prior to the date your
lease commences, you will be charged sales/use tax.
Personal property tax returns will be filed as required by local law. In the event that any tax abatements or special
exemptions are available on the equipment you will be leasing from us, please notify us as soon as possible and forward
the related documentation to us. This will ensure that your leased equipment will be reported correctly.
Please indicate below if you feel that your lease is subject to tax or whether a valid exemption exists.
I agree that my lease is subject to sales/use tax.
X I am exempt from sales/use tax and I have attached a completed exemption certificate to Key
Government Finance, Inc.
have previously provided a completed exemption certificate to Key Government Finance, Inc. which is
valid for this transaction.
am exempt from state tax but subject to local tax. I have attached a completed exemption certificate.
I have a valid abatement or property tax exemption (documentation attached).
If applicable to the tax rates in your state, are you outside the city limits or in an unincorporated area?
Additional comments:
- - - - - - - - - - - - - - -
Lessee: City of Okeechobee
B:
Name: James E. Kirk
Title: Mayor
KEYCORP CONFIDENTIAL
INSTRUCTIONS FOR COMPLETING THE 8038 FORM
Per the Internal Revenue Service, you are required to fill in the Report Number information for Line 4 (the form
included in your package is an 8038-G).
**We must have this information in order to complete your financing
8038-G Line 4. After the preprinted 3, enter two self-designated numbers. Number the reports consecutively during each
calendar year. (If this is the first tax-exempt financing that you have entered into this year, you would use the number 01.
If this is the eleventh tax-exempt financing that you have entered into this year, you would use the number 11.)
Additionally, please sign at the bottom of the form and remember to print your name and title.
Thank you.
KEYCORP CONFIDENTIAL
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev. November 2000) ► (Under Internal Revenue Code section 149(e))
Department of the Treasury ► See separate instructions. OMB No. 1545-0720
Internal Revenue Service (Caution: /f the issue price is under $100, 000, use Form 8038-GC)
Reporting Authority If Amended Return, check here ► ❑
1 Issuer's name 2 Issuer's employer Identification number
City of Okeechobee 59-6000393
3 Number and street (or P. O. box if mail is not delivered to street address) Room/suite 4 Report number
55 SE Third Avenue 3
5 City, town, or post office, state, and ZIP code 6 Date of issue
Okeechobee, FL 34974-2932
7 Name of issue 8 CUSIP number
Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
Robin Brock
(863) 763-3372
Type of Issue (check applicable box(es) and enter the issue price for each) See instructions and attach schedule
110 Education 11
12❑ Health and hospital 12
13❑ Transportation 13
14❑ Public Safety 14
15❑ Environmental (including sewage bonds) 15
16❑ Housing 16
17❑ Utilities 17
18M Other. Describe (see instructions) ► Vehicles 18 $431,623
19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ► ❑
20 If obligations are in the form of a lease or installment sale, check box ►
Description of Obligations (Complete for the entire issue for which this form is being filed.)
(a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted
price at maturity average maturity (e) Yield
21 $431,623 N/A 5 Years
4.849
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 N/A
23 Issue price of entire issue (enter amount line 21, column (b)) 23 N/A
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 N/A
25 Proceeds used for credit enhancement 25 N/A
26 Proceeds allocated to reasonably required reserve or replacement fund 26 N/A
27 Proceeds used to currently refund prior issues 27 N/A
28 Proceeds used to advance refund prior issues 28 N/A
29 (Total add lines 24 through 28) 29 N/A
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 N/A
Description of Refunded Bonds (Complete this part only for refunding bonds.)
30 Enter the remaining weighted average maturity of the bonds to be currently refunded ► N/A__ years
31 Enter the remaining weighted average maturity of the bonds to be advance refunded ► N/A
32 Enter the last date on which the refunded bonds will be called years
33 Enter the date(s) the refunded bonds were issued ► N/A
- Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a 0.00
b Enter the final maturity date of the guaranteed investment contract ► ) 0.00
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a 0.00
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ ► and enter the name of the
issuer ►
and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
40 If the issuer has identified a hedge, check box ❑
Please Under penalties of perjury, I declare that I have examined this return, and accompanying schedules and statements, and to the
best of m n wledge and belief, the are true, correct, and complete.
Sign
_ ► James E. Kirk, Mayor _
Here Si ture of Issuer s authorized re resentative Date T e or rint name and title
For Paperwork Reduction Act otice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000)
KEYCORP CONFIDENTIAL
LESSEE INVOICE INSTRUCTIONS
(The information you provide enables us to invoice you correctly.)
City of Okeechobee
BILL TO ADDRESS:
F LING CONTACT:
M.I. and Last Name:
e Number:
Number:
PURCHASE ORDER NUMBER:
Invoices require purchase order numbers: YES NO
Purchase Order Number:
FEDERAL TAX ID NUMBER:
EQUIPMENT LOCATION (If different from Billing Address):
ADDITIONAL INFORMATION NEEDED ON INVOICE:
KEYCORP CONFIDENTIAL
INVOICE OMM.
Key Government Finance, Inc.
1000 S. McCaslin Blvd.
Superior CO 80027
Bill to: Invoice No. Okeechobee - 01
City of Okeechobee Invoice Date: 1/28/09
Robin Brock Lease No. TBD
55 SE Third Avenue Purchase Order No.
Okeechobee, FL 34974-2932 Contract No.
CSA No.
ACT No.
Reference:
QtY Item Description Total
1 Lease Payment Advanced Payment due with return of $25,570.03
Executed Documents
Tax
Balance Due $25,570.03
Please remit funds to: REMITTANCE INFORMATION
Key Government Finance, Inc. Date:
Attn: Suzanne Wagner Amount Due:
1000 S. McCaslin Blvd. Amount
Superior, CO 80027 Enclosed:
Contact Phone: 720-304-1419
Please remember to:
1) Make checks payable to Key Government Finance, Inc.
2) Return a copy of this invoice with your payment.
3) Keep a copy of this invoice for your records.
4) Direct all inquiries to the contact listed above.
Comments:
KEYCORP CONFIDENTIAL